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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier Christine Davine
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Byron Georgiou
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino Jonathan Watkins
- Steven J. Williams
HLS Faculty & Senior Fellows
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
“Pre-Populated” Proxy Protocols and the Narrowing of Proxy Participation
How many directors of U.S. publicly traded corporations are aware that the institutional investors that dominate share ownership, may utilize “pre-populated” voting instructions on shareholder vote issues rather than make individualized proxy vote decisions based on a reading of the issuer’s proxy statement? I submit that very few are aware. And perhaps fewer still are […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications, Securities Regulation
Tagged Glass Lewis, Institutional Investors, ISS, Proxy advisors, Proxy materials, Proxy voting, SEC, Securities regulation, Shareholder voting, Transparency
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Developments in the Asset Management Industry
Over the last two decades, the asset management industry has witnessed dramatic developments in both industrial organization and product offerings. Two or three decades ago, the industry was dominated by small asset managers primarily offering active portfolio management services. Today, the industry is significantly more concentrated and the leading products are index-based passive investment vehicles. […]
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Posted in Academic Research, Empirical Research, Institutional Investors
Tagged Arbitrage, Asset management, Capital markets, Derivatives, Exchange-traded funds, Fund managers, Hedge funds, Institutional Investors, Liquidity, Market efficiency, Market reaction, Ownership, Stock mispricing
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The Delightful Dozen: Top Governance Advances in 2017
Sometimes, watching corporate governance standards evolve seems like watching a glacier flow—and at other times it’s like witnessing a flash fire develop. Now that the 2017 proxy season in many global markets has come and gone, and many companies have made their updated governance disclosures for the year, we thought it is the ideal time […]
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Posted in Boards of Directors, Corporate Elections & Voting, Executive Compensation, Institutional Investors, International Corporate Governance & Regulation, Practitioner Publications
Tagged Audit committee, Board composition, Boards of Directors, Canada, Compensation disclosure, Diversity, Europe, Institutional Investors, International governance, ISS, Proxy access, Shareholder voting, UK
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Hedge Fund Activism and the Revision of the Shareholder Rights Directive
In my recent ECGI working paper, Hedge Fund Activism and the Revision of the Shareholder Rights Directive (SRD), I investigate whether the revised SRD promotes shareholder activism in Europe, as it intends to do. I find that the SRD includes a number of curbs to hedge fund activism for want of a longer-term engagement by […]
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Posted in Academic Research, Corporate Elections & Voting, Institutional Investors, International Corporate Governance & Regulation
Tagged Agency costs, Asset management, Capital markets, Dual-class stock, EU, Europe, Fund managers, Hedge funds, Index funds, Institutional Investors, International governance, Long-Term value, Shareholder activism, Shareholder rights, Shareholder value, Short-termism
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The Looming Specter: Post-Closing Fraud Claims in Private Company M&A Litigation
So-called “reliance disclaimers” and “fraud carve-outs” in private company purchase agreements—designed, respectively, to preclude and preserve certain types of post-closing fraud claims—have taken on increased prominence for transactional lawyers drafting such agreements with an eye toward certainty of remedies in potential post-closing disputes. And with good reason. Few issues have permeated private company M&A litigation […]
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Posted in Mergers & Acquisitions, Practitioner Publications
Tagged Acquisition agreements, Contracts, Delaware law, Forum selection, Jurisdiction, Liability standards, Merger litigation, Mergers & acquisitions, Reliance, State law
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CalPERS v. IAC: Clear Win for Investors Protecting Shareholder Voting Rights
Last Friday, litigation by the California Public Employees’ Retirement System against IAC/InterActiveCorp and its chairman, Barry Diller, achieved a significant victory for shareholder voting rights. After months of contentious litigation, defendants effectively conceded the case by abandoning their plan to entrench Diller’s control of the company by issuing a new class of non-voting stock. CalPERS […]
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Posted in Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged CalPERS, Dual-class stock, Fiduciary duties, Institutional Investors, Ownership, Private benefits of control, Shareholder rights, Shareholder suits, Shareholder voting
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Supreme Court to Hear Challenge to State Court Jurisdiction Over 1933 Act Class Actions
The Supreme Court has agreed to decide whether the Securities Litigation Uniform Standards Act of 1998 abolishes state court jurisdiction over class action lawsuits that allege only claims under the Securities Act of 1933. The Court’s ultimate decision could have a significant impact on the future of securities class action litigation, as in recent years […]
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Posted in Court Cases, Practitioner Publications, Securities Litigation & Enforcement
Tagged California, Class actions, Jurisdiction, New York, PSLRA, Securities Act, Securities litigation, Shareholder suits, SLUSA, State law, Supreme Court
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Director Attention and Firm Value
A directorship is rarely a full-time job. Most directors have other occupations and many directors serve on multiple boards. Given that attention is not unlimited for directors, in our paper Director Attention and Firm Value, we ask the question whether directors can still fulfill their job effectively when their other occupations happen to require more of their […]
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Posted in Academic Research, Boards of Directors, Empirical Research
Tagged Board independence, Board monitoring, Board performance, Boards of Directors, Director qualifications, Firm performance, Management, Shareholder value, Stock performance
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Communications Challenges for the Post-Activist Proxy Contest World
The New Normal for Activist Investor Campaigns Over the past several years, the end game for activist investor campaigns has increasingly become a consensual settlement of some sort, rather than a proxy contest to “the death”. In 2016, 45 percent of activist proxy contests ended in a settlement, up from 35 percent in 2012. Looking […]
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Posted in Boards of Directors, Corporate Elections & Voting, Institutional Investors, Practitioner Publications
Tagged Board communication, Boards of Directors, Engagement, Hedge funds, Institutional Investors, Proxy advisors, Proxy contests, Proxy fights, Settlements, Shareholder activism, Shareholder voting
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Board to Death: How Busy Directors Could Cause the Next Financial Crisis
By any measure, corporate directors lead exceptionally busy lives. Many directors hold full-time executive positions, and most serve on the board of at least one other company. Academics and policymakers debate whether directors’ outside professional commitments enhance or detract from their governance abilities. Directors, on one hand, might acquire valuable knowledge and practice by serving […]
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Posted in Academic Research, Banking & Financial Institutions, Boards of Directors, Comparative Corporate Governance & Regulation
Tagged Banks, Board composition, Board monitoring, Board performance, Boards of Directors, Financial institutions, Misconduct, Overboarding, Oversight, Risk oversight, Risk-taking, Wells Fargo
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